Business Services FBA BSP PTP

Business Services FBA BSP PTP

This Business Services Agreement ("Agreement") is entered into as of by and between:

Service Provider Name:    Service Provider Entity Type: Corporation LLC Other

Client Name:    Client Entity Type: Corporation LLC Other

WHEREAS

WHEREAS, Service Provider maintains professional capabilities and expertise in the provision of business services described herein, including fulfillment by agreement (FBA), business service process (BSP), and project-to-project (PTP) support; and

WHEREAS, Client desires to retain Service Provider to perform such services on the terms and conditions set forth in this Agreement and Service Provider is willing to provide such services to Client in accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

Scope of Work

The Scope of Work may include project planning, operational support, data handling, order fulfillment, reporting and other activities necessary to accomplish the tasks described above. Service Provider shall perform the services using personnel with appropriate qualifications and shall comply with Client's reasonable policies and procedures disclosed in writing.

Payment Terms

If any undisputed amount payable hereunder is not received by Service Provider within days of the due date, Client shall pay a late fee of per month on the unpaid balance or the maximum permitted by law, whichever is less.

Invoices shall be submitted to Client at the billing address below and are payable within days of invoice date. Payment method: Bank Transfer Check Card

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive or have access to Confidential Information of the other party. "Confidential Information" means non-public business, technical, financial or other information disclosed in connection with this Agreement that is marked confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) maintain the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care; (b) use Confidential Information solely for the performance of this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The obligations in this paragraph shall not apply to information that is independently developed by the receiving party, is publicly available through no fault of the receiving party, or is required to be disclosed by law, provided that the receiving party gives prompt written notice to the disclosing party and cooperates in any lawful effort to limit the disclosure.

Indemnification and Liability

Each party agrees to indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. Except for claims arising from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid or payable by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice. Notices shall be deemed received upon delivery if delivered personally, or three (3) business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, or upon confirmation of transmission if sent by electronic mail with confirmation when agreed in writing by the parties.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that jurisdiction for purposes of enforcement of this Agreement.

Entire Agreement; Amendments

This Agreement, together with any Schedules and written statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Severability; Assignment

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without consent to a successor in interest by merger or sale of substantially all of its assets related to this Agreement.

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